Stanley Gibbons Group PLC COMPULSORY ACQUISITION OUTSTANDING MALLETT SHARES (0052X)
2014年11月14日 - 3:08AM
ＲＮＳを含む英国規制内ニュース （英語）
TIDMSGI TIDMMAE
RNS Number : 0052X
Stanley Gibbons Group PLC
13 November 2014
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY STATE OR JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended Cash Offer
by
The Fine Art Auction Group Limited
(a wholly owned subsidiary of The Stanley Gibbons Group plc)
for
Mallett PLC
COMPULSORY ACQUISITION OF OUTSTANDING MALLETT SHARES
Introduction
The boards of directors of Stanley Gibbons and Mallett announced
on 29 September 2014 that they had reached agreement on the terms
of a recommended cash offer to be made by TFAAG, a wholly-owned
subsidiary of Stanley Gibbons, for the entire issued and to be
issued share capital of Mallett.
On 30 September 2014, Stanley Gibbons and Mallett announced that
the Offer Document, containing the full terms of, and conditions
to, the Offer together with a Form of Acceptance (in respect of
Mallett Shares held in certificated form), was posted to Mallett
Shareholders on 29 September 2014.
On 20 October 2014, Stanley Gibbons and TFAAG announced that the
Offer had been declared wholly unconditional.
Compulsory acquisition
As TFAAG has received valid acceptances under the Offer in
respect of more than 90 per cent. of the Mallet Shares to which the
Offer relates (and more than 90% of the voting rights carried by
those shares), TFAAG is therefore entitled pursuant to the
provisions of sections 979 to 982 (inclusive) of the Companies Act
2006 to acquire compulsorily the remaining Mallett Shares to which
the Offer relates on the same terms as the Offer.
Consequently, TFAAG announces the despatch of formal compulsory
acquisition notices (the "Compulsory Acquisition Notices"), in the
prescribed form under section 980(1) of the Companies Act 2006, to
all Mallett Shareholders who have not to date accepted the Offer
giving notice of the exercise of its right under section 979 of the
Companies Act 2006 to acquire compulsorily any remaining Mallett
Shares in respect of which the Offer has not been accepted on the
same terms as the Offer.
Unless any of the Mallett Shareholders who have not to date
accepted the Offer, apply to the Court and the Court orders
otherwise, on the expiry of six weeks from the date of the
Compulsory Acquisition Notices, being 25 December 2014, the Mallett
Shares held by those Mallett Shareholders who have not accepted the
Offer will be acquired compulsorily by TFAAG on the same terms as
the Offer. The consideration to which those Mallett Shareholders
will be entitled will be held by Capita Asset Services as trustee
on behalf of those Mallett Shareholders who have not accepted the
Offer and they will be requested to claim their consideration by
writing to Capita Asset Services at the end of the six week
period.
Terms used in this announcement have the meanings given to them
in the Offer Document dated 29 September 2014, unless otherwise
stated.
Further enquiries:
The Stanley Gibbons Group plc
Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711
Peel Hunt LLP (financial adviser, nomad and broker to Stanley
Gibbons)
Dan Webster, Richard Brown Tel: +44 (0) 20 7418 8900
Tavistock (financial PR to Stanley Gibbons)
Lulu Bridges, Teresa Towner Tel: +44 (0) 20 7920 3150
This announcement is for information only and is not intended to
and does not constitute, or form part of any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer has been effected solely
through the Offer Document, which, together with the Form of
Acceptance (in relation to Mallett Shareholders holding shares in
certificated form only) will contain the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. Any response to the Offer should be made only on the basis
of the information contained in the Offer Document.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for TFAAG and Stanley Gibbons and no-one else in connection with
the Offer and other matters referred to in this announcement and
will not be responsible to anyone other than TFAAG and Stanley
Gibbons for providing the protections afforded to clients of Peel
Hunt or for providing advice in relation to the Offer, the contents
of this announcement or any other matter referred to herein.
Neither Peel Hunt nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Peel Hunt in connection with
this announcement and any statement contained herein or
otherwise.
A copy of all announcements made by Stanley Gibbons in relation
to the Offer, copies of the Offer Document and the Form of
Acceptance and certain other documents relating to the Offer are
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Stanley Gibbons's website
at: www.stanleygibbons.com under the Corporate section. For the
avoidance of doubt, neither the contents of Stanley Gibbons's
website nor the contents of any website accessible from hyperlinks
on such website (or any other website), is incorporated into, or
forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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